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Update: I ran more searches and found the issue. Turns out the company changed their legal name slightly in 2023 but some lenders never filed UCC-3 amendments to update the debtor name on their filings. So I'm seeing old liens under the previous name format. Thanks everyone for the help!
That's a classic issue. Did the name change affect the validity of the older UCC filings or are they still enforceable?
Generally the old filings should still be valid as long as they were accurate when filed, but definitely something to discuss with your attorney for the acquisition.
This thread is super helpful. I'm bookmarking it because we do a lot of commercial lending in New Mexico and name variations are always an issue. The Certana tool mentioned sounds useful for avoiding these problems.
Yeah the document cross-checking feature is really handy for catching inconsistencies between corporate records and UCC filings.
Good to know there are tools out there to help with this stuff. Manual verification is such a pain.
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One thing to consider - even if you were supposed to send debtor notification, the failure might not void your security interest. It could just be a technical default that needs to be cured. Check what your loan agreement says about remedies for notification failures.
This is a good point. Most loan agreements don't make notification failure a basis for voiding the entire security interest.
I need to dig deeper into the loan agreement language. The notification clause is pretty vague about what happens if it's not followed.
Bottom line - your UCC filing creates a perfected security interest regardless of notification issues. Any notification problems are likely contractual matters that can be addressed separately. Don't let the debtor convince you that your lien is invalid just because of notification confusion.
Thanks everyone. This has been really helpful in understanding the difference between UCC requirements and contractual obligations. I feel much better about my position now.
Glad we could help clarify things. These notification issues trip up a lot of people but they're usually not as serious as they first appear.
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The interstate business relocation thing is tricky. Your Florida UCC-1 stays active for its full term (usually 5 years) even if you move states, unless it gets properly terminated or amended. But if your lender didn't file new UCC-1s in Georgia, they might not have a perfected security interest in your new state. Creates a legal gray area that benefits nobody.
Definitely. Check both states to see what's active under your old and new business names.
I used Certana's tool for exactly this situation. Uploaded our loan docs and it flagged that we had UCC-1s in two different states with slightly different debtor names. Helped us clean everything up before it became a problem.
Just my 2 cents but I'd treat this like any other potential scam until proven otherwise. Call your lender, verify everything, and don't pay any fees to mystery companies. The UCC system has enough legitimate complexity without adding scammers to the mix.
Good point. I was starting to panic but you're right - verify first, panic later if needed.
Exactly. Most UCC problems have straightforward solutions once you get the facts straight.
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Been thinking about this thread and realized most of my UCC cost problems come from errors and refiling. Fixed my document review process and filing costs dropped significantly even with fee increases.
Started cross-checking all entity documents against UCC forms before filing. Caught name mismatches and formatting issues that were causing rejections.
That's exactly what Certana.ai automates - the cross-checking between charter documents and UCC forms. Saves time and prevents expensive refiling.
Filing fees are going up everywhere unfortunately. Better to focus on process efficiency and error prevention than trying to negotiate lower fees with state agencies.
This thread has been really helpful. Sounds like investing in better document verification upfront is the way to control overall UCC costs.
Exactly. The filing fees are what they are, but you can control the accuracy and efficiency of your process.
Zainab Ali
One more thing - if you're dealing with a revolver or line of credit, make sure your security agreement covers future advances. Otherwise you might only have a security interest securing the initial draw.
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Connor Murphy
•This is critical for revolving credit. I always include language like 'all obligations now existing or hereafter arising' to cover future advances.
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Yara Nassar
•Learned this the hard way on a deal where the debtor defaulted after several draws. Only the first advance was secured because of poor drafting.
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StarGazer101
Sounds like you've got the basics covered. The attorney is probably just being extra cautious or maybe they're not that familiar with Article 9. Have you tried suggesting a call to walk through their specific concerns? Sometimes it's easier to resolve these issues verbally than in endless email chains.
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Keisha Jackson
•Good advice. Face-to-face or phone calls usually resolve document issues faster than email back and forth.
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Paolo Romano
•Yeah, I've found that when attorneys get into nitpicking mode, a quick call can sort out whether they have legitimate concerns or just don't understand the UCC.
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